Acquisition

RNS Number : 6257N

Prospex Oil and Gas PLC

10 August 2017

 

Prospex Oil and Gas Plc / Index: AIM / Epic: PXOG / Sector: Oil and Gas

10 August 2017

Prospex Oil and Gas Plc

('Prospex' or the 'Company')

Acquires 50% interest in Large Gas Exploration Licence in Romania

Prospex Oil and Gas Plc, the AIM quoted investment company, is pleased to announce the acquisition, through its 100% owned subsidiary PXOG Massey Ltd ('PXOG'), of a 50% economic interest in the Exploration Area of the EIV-1 Suceava Concession (the 'Concession' or 'Suceava') which is located in a proven hydrocarbon basin in North East Romania for a total consideration of €750,000 ('the Acquisition'). In addition the Company has undertaken to cover its share of the work programme expenditure for H2 2017 of up to €550,000.

The Acquisition consists of an Exploration Area, which has an undeveloped discovery (Grancesti SE-1) and a number of prospects (at varying stages of development) and leads. The balance of the exploration area interest is held by Raffles Energy S.R.L. ('Raffles' or 'the Operator'), an established gas producer in Romania.  The Acquisition is in line with the Company's focus on high impact onshore and shallow offshore European opportunities with short timelines to production. Suceava also contains two producing fields, which are part of two separate production licences operated by the seller*, and as such are not part of the Acquisition.

Suceava: a proven play with multiple low cost, low risk opportunities with potential to rapidly start production on discovery

·     Suceava provides Prospex with an excellent platform to build a significant presence in a country with prolific petroleum systems and a variety of hydrocarbon plays. Even with a long history of E&P, Romania still offers untapped hydrocarbon opportunities based on the application of new technology and drilling techniques.

·     Several discoveries, prospects and leads are already mapped on the 2D seismic grid consisting of ca 1,600km of lines that provide a suitable coverage of the Suceava prospective areas distributed within the concession area (ca 1,734 sq km)

·     Two of which are near term priorities:

1.    The Bainet Prospect ("Bainet"), a shallow, 600m biogenic gas target covered by 3D seismic, which the Company and Raffles intend to drill in September 2017

o  Bainet lies on trend with similar fields producing from good quality Salmatian reservoirs on the Concession as well as with analogue gas fields producing conventional high-calorific value natural gas (over 98% methane content) in the adjoining Bilca Gas Production Area of bordering EIII-1 Brodina Block

o  It is a well-defined structural closure on seismic, analogue to other producing areas in the vicinity, which is additionally supported by an amplitude variation with offset ('AVO') response similar to nearby fields and has been assigned internal gross prospective resources of approximately 1.5bcf recoverable

o  Gross well cost including completion as a production well is estimated to be €800,000, for which the Company is required to pay its share.

o  Assuming success, the Operator plans to get Bainet on production via a relatively short tie in to the flow line connecting the Climauti gas field to the Bilca gas processing plant.  Subject to permitting, the flowline tie-in construction work is expected to be completed in approximately three months.

2.    Grancesti SE-1 discovery flowed gas at a rate of 1.2MMscfpd/d over a limited short test from the Sarmatian reservoir at a depth of ca 550m

o  Drilled in 2005 to c. 2,300m by previous operator focused on a deeper oil target

o  Work over and recompletion of the well as a gas producer to be undertaken once land access resolved

o  Within c. 1.5km distance of high pressure pipeline grid operated by Transgaz

Four additional prospects and one lead identified by the Operator

·     Significant scope to drill additional low cost, low risk wells targeting gas in 2018 and beyond - subject to securing an extension to the exploration area of the concession which expires end of 2017

·     Drilling of the Bainet prospect and the work over at Grancesti, if accessible, satisfy the existing exploration phase commitments

·     Prospex estimates the aggregate gross recoverable gas (unrisked) in a range from 17 to 56 bcf using standard probabilistic methods  

Acquisition Details

·     Asset Purchase Agreement ('APA') and Joint Operating Agreement ('JOA') signed with Raffles

·     Under the APA the total consideration is €750,000, with initial payment of €400,000 and a deferred consideration of €350,000, which is due once the Bainet well reaches its target depth (expected in the second half of September 2017).

·     Consideration to be settled using existing cash resources

·     The Company has committed to provide up to €550,000 for its share of the H2 2017 work programme, for which Prospex will need to raise further funds, most likely through new equity.

Bill Smith, Non-executive Chairman, commented: "Suceava ticks all the boxes we look for in a project: located in a proven hydrocarbon region of Europe; access to historic data including well logs that are fit for purpose; long pipeline of robust leads and prospects; near term value triggers in the form of new drilling; established routes to market; and low cost, both in terms of the acquisition itself and drilling.  

"Not only does this Acquisition enable us to deliver on our objective to drill a well in 2017, it also provides us with an excellent platform from which we can build a portfolio of interests in a country with an established oil and gas industry, excellent infrastructure, and supportive regulatory and fiscal regimes.  The presence of operators of the calibre of Exxon Mobil, Repsol, OMV and Lukoil in Romania in our view is testament to this. The next few months promise to be an exciting period for Prospex, and with this in mind, I look forward to providing further updates on our progress in due course." 

Further Information

PXOG is acquiring a 50% economic interest by being party to the JOA that assigns income and costs relating to activity on the exploration area in line with the proportional ownership. In addition to being a party to the JOA under the APA, Raffles has agreed to assign to PXOG Massey a notional 15% working interest of the Petroleum Agreement for the Suceava Concession. Zeta Petroleum (Suceava) SRL, as co-title holder of the Petroleum Agreement has already provided its consent for this assignation, that is now subject only to the National Agency for Mineral Resources ('NAMR') approval. For the avoidance of doubt this does not entitle PXOG Massey to any economic benefit of existing producing fields in the Concession area. 

The APA is broadly in a common industry standard format. It provides for transfer of the economic interest under the APA and JOA (discussed below) in the Suceava Exploration Area immediately on execution and provides for a subsequent transfer of a share of the over-arching Petroleum Agreement subject to the consent of NAMR.  NAMR's consent process is expected to take around three months and requires PXOG to satisfy the Agency of its technical and financial competence.  In the APA there are a number of interim period obligations imposed upon the Seller pending Completion of the Petroleum Agreement Transfer to protect the Prospex's interests. Third party supporting approvals have already been granted and the transfer document is to be submitted to NAMR and the consent process will begin immediately once documents have been translated and certified. 

The APA 's headline commercial terms are such that PXOG will pay an initial consideration of €400,000 on Execution and a further €350,000 once the Suceava Exploration Well reaches target depth.  The consideration funds are being applied by Raffles to the Well Programme and Budget for the Suceava Exploration Well. The APA contains commonplace industry standard warranties and indemnities applicable to a transaction of this type.

The JOA again is broadly a standard international format document containing terms one would ordinarily expect in such a document.  The document is the same in operative terms as the JOA that applies in the adjacent producing blocks of Suceava.  There are standard provisions on exclusive operations, default, approval procedures for work programmes and budgets, indemnification of the Operator, and withdrawal. Approvals are required by both parties and 70% of voting rights such that PXOG will not be outvoted and its interests are protected.  The JOA contains a right of first offer where the other Party wishes to sell its interest.

The Suceava Well Programme and Budget and the corresponding Authorisation for Expenditure of the Suceava Exploration Well are agreed. Both the APA and JOA are written under English law.

* The production areas on the Concession consist of the Climauti and Dornesti South gas fields, owned by seller and Zeta Petroleum (Suceava) SRL.  Climauti has produced since March 2011 and sells gas into the national distribution network. Dornesti South came on stream in December 2014 with gas being used to generate electricity which in turn is sold into the local grid.

About Raffles Energy

Raffles Energy SRL is a well-established player in the Romanian energy sector as (i) E&P upstream operator and title-holder of several petroleum licences, and (ii) operator of two gas-to-power plants, electricity producer and supplier. RESRL is fully licenced operator by the National Agency for Mineral Resources and the National Regulatory Authority for Energy and holds ISO 9001, OSHSAS 18001 and ISO 14001 certifications for Quality Management, Environment Management and Health and Safety Management systems.

Raffles Energy SRL operates a diverse portfolio of onshore gas assets in Romania consisting of existing production (developed reserves), near-term developments (discovered contingent resources to be monetised via gas-to-pipe or gas-to-power solutions) and further exploration potential (undrilled prospective resources). Raffles Energy SRL interests are (i) Block EIII-1 Brodina - Bilca Gas Production Area, including Bilca, Fratauti and Vicsani gas fields and the Bilca Gas Processing Plant (62.5%), (ii) Block EIII-1 Brodina - Voitinel Gas Development Area (50%), (iii) Block EIV-1 Suceava Exploitation Areas, including Climauti-Ruda gas fields cluster, Dornesti South gas field and Dornesti gas-to-power plant (50%), (iv) Block EIV-1 Suceava Exploration Area (100%), and (v) Block EIII-4 Bacau - Bacau North Gas Development Area, including Lilieci gas field and Lilieci gas-to-power plant (60%).

Raffles Energy SRL is a wholly owned subsidiary of Raffles (UK) Limited (a private limited Company registered in England and Wales) which is part of the Raffles Energy Group a privately funded independent exploration and production company targeting opportunities primarily in Europe and the Mediterranean Rim owned ultimately by Mr Furkhat Ibragimov.

Competent Person Sign Off

Carlos J Venturini, Exploration Manager of Prospex Oil and Gas, MSc, DIC, and who has over 35 years of relevant experience in the international oil industry, has approved the technical information contained in this announcement.

Mr Venturini is a Fellow of the Geological Society of London and is an active member of the Petroleum Exploration Society of Great Britain.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR").

* * ENDS * *

For further information visit www.prospexoilandgas.com or contact the following:

Edward Dawson	Prospex Oil and Gas Plc	Tel: [phone]
Rory Murphy Ritchie Balmer Jack Botros	Strand Hanson Limited	Tel: [phone]
Jon Belliss	Beaufort Securities Limited	Tel: [phone]
Duncan Vasey	Peterhouse Corporate Finance	Tel: [phone]
Frank Buhagiar Charlotte Page	St Brides Partners Ltd	Tel: [phone]

Notes

Prospex Oil and Gas Plc is an AIM quoted investment company focussed on high impact onshore and shallow offshore European opportunities with short timelines to production. The Company's management is looking to acquire undervalued projects with multiple, tangible value trigger points that can be realised within 12 months of acquisition and then applying low cost re-evaluation techniques to identify and de-risk prospects. 

 

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